







                                 Exhibit 99.2


                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                                TABLE OF CONTENTS

ARTICLE  1  PURPOSE                                                    1
1.1     General                                                        1
ARTICLE  2  EFFECTIVE  DATE                                            1
2.1     Effective  Date                                                1
ARTICLE  3  DEFINITIONS                                                1
3.1     Definitions                                                    1
ARTICLE  4  ADMINISTRATION                                             5
4.1     Administration                                                 5
4.2     Scope  of  Authority                                           5
4.3     Decisions  Binding                                             6
ARTICLE  5  SHARES  SUBJECT  TO  THE  PLAN                             6
5.1     Number  of  Shares                                             6
5.2     Replenishment  of  Shares                                      6
5.3     Source  of  Stock                                              7
ARTICLE  6  ELIGIBILITY                                                7
6.1     General                                                        7
ARTICLE  7  STOCK  OPTIONS                                             7
7.1     General                                                        7
ARTICLE  8  PROVISIONS  APPLICABLE  TO  AWARDS                         8
8.1     Limits  on  Transfer                                           8
8.2     Beneficiaries                                                  8
8.3     Stock  Certificates                                            9
8.4     Acceleration  for  Any  Reason                                 9
8.5     Effect  of  Acceleration                                       9
8.6     Termination  of  Employment                                    9
ARTICLE  9  CHANGES  IN  CAPITAL  STRUCTURE                            9
9.1     General                                                        9
ARTICLE  10  AMENDMENT,  MODIFICATION  AND  TERMINATION               11
10.1     Amendment,  Modification  and  Termination                   11
10.2     Awards  Previously  Granted                                  11
ARTICLE  11  GENERAL  PROVISIONS                                      11
11.1     No  Rights  to  Awards                                       11
11.2     No  Stockholder  Rights                                      11
11.3     Withholding                                                  11
11.4     No  Right  to  Employment                                    12
11.5     Unfunded  Status  of  Awards                                 12
11.6     Relationship  to  Other  Benefits                            12
11.7     Expenses                                                     12
11.8     Titles  and  Headings                                        12
11.9     Gender  and  Number                                          12
11.10     Fractional  Shares                                          12
11.11     Government  and  Other  Regulations                         12
11.12     Governing  Law                                              13
11.13     Additional  Provisions                                      13


<PAGE>
                                AIRGATE PCS, INC.
                      2001 NON-EXECUTIVE STOCK OPTION PLAN

                                    ARTICLE I
                                     PURPOSE

     1.1     GENERAL.  The  purpose of the AirGate PCS, Inc. 2001 Non-Executive
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Stock Option Plan (the "Plan") is to promote the success, and enhance the value,
of  AirGate  PCS, Inc. (the "Company"), by linking the personal interests of its
employees to those of Company stockholders and by providing such persons with an
incentive  for outstanding performance.  The Plan is further intended to provide
flexibility  to  the Company in its ability to motivate, attract, and retain the
services  of  employees  upon  whose  judgment, interest, and special effort the
successful  conduct  of  the  Company's  operation  is  largely  dependent.
Accordingly, the Plan permits the grant of incentive awards from time to time to
selected  employees.  The  Plan  is  intended  to  be a "broadly based plan" for
purposes  of  Section 4460(i)(A) of the NASD Manual.  No awards shall be granted
under  the  Plan  to  its  Officers  or  Directors  (as  defined  below).

                                    ARTICLE 2
                                 EFFECTIVE DATE

     2.1     EFFECTIVE  DATE.  The  Plan shall be effective as of the date upon
              ---------------
which  it  shall  be  approved  by  the  Board  (the  "Effective  Date").

                                    ARTICLE 3
                                   DEFINITIONS

     3.1     DEFINITIONS.  When  a word or phrase appears in this Plan with the
              -----------
initial letter capitalized, and the word or phrase does not commence a sentence,
the  word  or phrase shall generally be given the meaning ascribed to it in this
Section  or in Section 1.1 unless a clearly different meaning is required by the
context.  The  following  words  and  phrases shall have the following meanings:

     (a)     "Board"  means  the  Board  of  Directors  of  the  Company.

     (b)     "Change  in  Control"  means the occurrence of any of the following
events:

     (i)     individuals  who,  on  the Effective Date, constitute the Board of
Directors  of  the  Company  (the "Incumbent Directors") cease for any reason to
constitute  at least a majority of such Board, provided that any person becoming
a  director  after  the  Effective  Date  and  whose  election or nomination for
election  was  approved  by  a  vote  of  at  least  a majority of the Incumbent
Directors  then  on  the  Board  of  Directors  shall  be an Incumbent Director;
provided,  however,  that  no  individual  initially  elected  or nominated as a
       -   -------
director  of the Company as a result of an actual or threatened election contest
with  respect  to  the  election or removal of directors ("Election Contest") or
other  actual  or threatened solicitation of proxies or consents by or on behalf
of  any  "person" (such term for purposes of this definition being as defined in
Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2)
of  the  Exchange  Act)  other  than  the  Board of Directors ("Proxy Contest"),
including  by  reason  of any agreement intended to avoid or settle any Election
Contest  or  Proxy  Contest,  shall  be  deemed  an  Incumbent  Director;  or

     (ii)     any person is or becomes a "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of either (i) 35% or more
of  the  then-outstanding shares of common stock of the Company ("Company Common
Stock")  or  (ii)  securities  of  the  Company  representing 35% or more of the
combined  voting  power of the Company's then outstanding securities eligible to
vote  for the election of directors (the "Company Voting Securities"); provided,
                                                                       --------
however,  that  for  purposes  of this paragraph (b), the following acquisitions
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shall  not  constitute a Change of Control: (A) an acquisition directly from the
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Company,  (B)  an acquisition by the Company or a Subsidiary of the Company, (C)
an  acquisition  by  any  employee  benefit plan (or related trust) sponsored or
maintained  by  the  Company  or  any  Subsidiary  of  the  Company,  or  (D) an
acquisition  pursuant  to  a Non-Qualifying Transaction (as defined in paragraph
(c)  below);  or

     (iii)     the  consummation  of  a  reorganization, merger, consolidation,
statutory  share exchange or similar form of corporate transaction involving the
Company  or  a Subsidiary (a "Reorganization"), or the sale or other disposition
of  all  or  substantially  all  of  the  Company's  assets  (a  "Sale")  or the
acquisition of assets or stock of another corporation (an "Acquisition"), unless
immediately  following  such  Reorganization,  Sale  or  Acquisition: (A) all or
substantially all of the individual and entities who were the beneficial owners,
respectively,  of  the  outstanding Company Common Stock and outstanding Company
Voting  Securities immediately prior to such Reorganization, Sale or Acquisition
beneficially  own,  directly  or indirectly, more than 55% of, respectively, the
then  outstanding  shares  of  common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as  the  case  may  be,  of  the  corporation  resulting  from  such
Reorganization,  Sale  or  Acquisition  (including,  without  limitation,  a
corporation  which  as  a  result of such transaction owns the Company or all or
substantially  all  of  the Company's assets or stock either directly or through
one or more subsidiaries, the "Surviving Corporation") in substantially the same
proportions  as  their ownership, immediately prior to such Reorganization, Sale
or  Acquisition,  of  the  outstanding  Company Common Stock and the outstanding
Company Voting Securities, as the case may be, and (B) no person (other than (x)
the  Company  or any Subsidiary of the Company, (y) the Surviving Corporation or
its  ultimate  parent  corporation, or (z) any employee benefit plan (or related
trust)  sponsored or maintained by any of the foregoing is the beneficial owner,
directly  or indirectly, of 35% or more of the total common stock or 35% or more
of the total voting power of the outstanding voting securities eligible to elect
directors  of  the  Surviving  Corporation,  and  (C) at least a majority of the
members  of  the  board of directors of the Surviving Corporation were Incumbent
Directors  at  the  time of the Board's approval of the execution of the initial
agreement  providing  for  such  Reorganization,  Sale  or  Acquisition  (any
Reorganization,  Sale  or  Acquisition  which  satisfies  all  of  the  criteria
specified  in  (A),  (B)  and  (C) above shall be deemed to be a "Non-Qualifying
Transaction");  or

     (iv)     approval  by  the  stockholders  of  the  Company  of  a complete
liquidation  or  dissolution  of  the  Company.

     (c)     "Code"  means  the  Internal Revenue Code of 1986, as amended from
time  to  time.

(d)     "Committee"  means  the  Compensation  Committee  of  the  Board.

(e)     "Company"  means  AirGate  PCS,  Inc.,  a  Delaware  corporation, or its
successor(s).

(f)     "Director"  shall  mean  a  member  of  the  Board  of  Directors of the
Company.

(g)     "Disability"  of a Participant means a physical or mental inability that
causes  the  Participant  to  be considered disabled under the disability income
plan  applicable  to  such Participant, whether or not such Participant actually
receives  such  disability benefits, or in the event there is no such disability
income  plan  applicable  to the Participant, as determined by the Committee.

(h)     "Effective  Date"  has  the  meaning assigned such term in Section 2.1.

(i)     "Eligible  Participant"  means  an  individual who is an employee of the
Company or a Parent or Subsidiary, but who is not an Officer or Director and who
is  not a recipient of options under the Company's 1999 Stock Option Plan or any
subsequent  plan  under  which  stock  options  are  or may be granted to senior
managers  of  the  Company.

(j)     "Fair  Market Value", on any date, means (i) if the Stock is listed on a
securities  exchange  or  traded over the Nasdaq National Market, the average of
the  high  and  low market prices reported in The Wall Street Journal at which a
share of Stock shall have been sold on such day or on the next preceding trading
day  if such date was not a trading day, or (ii) if the Stock is not listed on a
securities  exchange or traded over the Nasdaq National Market, the mean between
the  bid  and offered prices as quoted by Nasdaq for such date, provided that if
it  is  determined  that the fair market value is not properly reflected by such
Nasdaq  quotations, Fair Market Value will be determined by such other method as
the  Committee  determines  in  good  faith  to  be  reasonable.

(k)     "Non-Qualified  Stock  Option"  means  an Option that is not intended to
meet  the  requirements  of  Section  422 of the Code or any successor provision
thereto.

(l)     "NASD"  means  the  National  Association  of  Securities Dealers, Inc.

(m)     "Officer",  when  used as a capitalized term, shall mean an "officer" of
the  Company  as  defined  in  Rule  16a-1(f)  under the 1934 Act (or such other
definition of the term "officer" as the NASD may subsequently adopt for purposes
of  its "broadly based plan" exemption for the shareholder approval requirements
of  Section  4460(i)(A)  of  the  NASD  Manual).

(n)     "Option"  means  a  right  granted  to  a Participant under this Plan to
purchase  Stock  at a specified price during specified time periods.  Any Option
granted  under  the  Plan  shall  be  a  Non-Qualified  Stock  Option.

(o)     "Option  Agreement"  means  any  written  agreement,  contract, or other
instrument  or  document  evidencing  an  Option.

(p)     "Parent"  means a corporation which owns or beneficially owns a majority
of  the  outstanding  voting  stock  or  voting  power  of  the  Company.

(q)     "Participant"  means  a  an Eligible Participant who has been granted an
Option  under  the  Plan.

(r)     "Plan" means the AirGate PCS, Inc. 2001 Non-Executive Stock Option Plan,
as  amended  from  time  to  time.

(s)     "Stock"  means  the  $.01 par value common stock of the Company and such
other  securities  of  the  Company  as may be substituted for Stock pursuant to
Article  9.

(t)     "Subsidiary"  means  any  corporation,  limited  liability  company,
partnership  or other entity of which a majority of the outstanding voting stock
or  voting power is beneficially owned directly or indirectly by the Company.

(u)     "1933  Act"  means  the  Securities Act of 1933, as amended from time to
time.

(v)     "1934  Act"  means  the Securities Exchange Act of 1934, as amended from
time  to  time.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1     ADMINISTRATION.  The  Plan shall be administered by the Committee.
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Any  authority  granted  to  the  Committee  may  be exercised by the Board.  In
exercising  such authority, the Board shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1)  shall  include  the Board.  The Committee may delegate its authority under
this  Plan  to  one or more committees or to senior managers of the Company, and
may authorize further delegation by any such committee to senior managers of the
Company,  except  the  right  to  amend  or  terminate  this  Plan.

     4.2     SCOPE  OF  AUTHORITY.  The  Committee  shall  have  full power and
              --------------------
authority  to administer this Plan, to administer and interpret this Plan and to
adopt  such  rules,  regulations, agreements, guidelines and instruments for the
administration  of this Plan as the Committee deems necessary or advisable.  The
Committee's  powers  include,  but  are  not  limited  to,  the  power to do the
following::

     (a)     Designate  Participants;

(b)     Determine  the  type  or  types  of  Options  to  be  granted  to  each
Participant;

(c)     Determine  the  number of Options to be granted and the number of shares
of  Stock  to  which  an  Option  will  relate;

(d)     Determine the terms and conditions of any Option granted under the Plan,
including  but  not  limited  to,  the  exercise price, grant price, or purchase
price,  any restrictions or limitations on the Option, any schedule for lapse of
forfeiture  restrictions  or  restrictions  on the exercisability of an Option;

(e)     Prescribe the form of each Option Agreement, which need not be identical
for  each  Participant;

(f)     Accelerate  the  vesting, exercisability or lapse of restrictions of any
outstanding  Option,  based in each case on such considerations as the Committee
in  its  sole  discretion  determines;

(g)     Decide  all  other matters that must be determined in connection with an
Option;

(h)     Establish,  adopt  or  revise  any  rules and regulations as it may deem
necessary  or  advisable  to  administer  the  Plan;

(i)     Make  all  other decisions and determinations that may be required under
the  Plan  or  as  the  Committee deems necessary or advisable to administer the
Plan;

(j)     Amend  the  Plan  or  any  Option  Agreement  as  provided  herein; and

(k)     Adopt  such  modifications, procedures, and subplans as may be necessary
or  desirable to comply with provisions of the laws of non-U.S. jurisdictions in
which  the  Company  or any Parent or Subsidiary may operate, in order to assure
the viability of the benefits of Options granted to participants located in such
other  jurisdictions  and  to  meet  the  objectives  of  the  Plan;  and

(l)     Delegate  its general administrative duties under the Plan to an officer
or  employee  or  committee  of  officers  or  employees  of  the  Company.

     4.3.     DECISIONS  BINDING.  The  Committee's interpretation of the Plan,
               ------------------
any  Options  granted under the Plan, any Option Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive  on  all parties.  No member of the Committee shall be liable for any
act  done  in  good  faith.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1.     NUMBER  OF  SHARES.  Subject to adjustment as provided in Section
               ------------------
9.1,  the aggregate number of shares of Stock reserved and available for Options
granted  under  the  Plan  shall  be  150,000.

     5.2.     REPLENISHMENT  OF  SHARES.  To  the  extent  that  an  Option  is
               -------------------------
canceled,  terminates,  expires  or  lapses  for any reason, any shares of Stock
subject to the Option will again be available for the grant of Options under the
Plan.  Any  shares  of Stock delivered to the Company in payment of the exercise
price  of  an  Option  or  in  whole  or partial satisfaction of tax withholding
obligations  in connection with the exercise of an Option shall be available for
the  grant  of  Options  under  this  Plan.

     5.3.     SOURCE OF STOCK.  Any Stock distributed pursuant to an Option may
               ---------------
consist,  in  whole or in part, of authorized and unissued Stock, treasury Stock
or  Stock  purchased  on  the  open  market.

                                    ARTICLE 6
                                   ELIGIBILITY

     6.1.     GENERAL.  Options  may  be granted only to Eligible Participants.
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                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1.     GENERAL.  The  Committee  is  authorized  to  grant  Options  to
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Participants  on  the  following  terms  and  conditions:

     (a)     EXERCISE  PRICE.  The  exercise  price  per share of Stock under an
             ---------------
Option  shall  be  determined by the Committee, provided that the exercise price
for  any  Option  shall not be less than the Fair Market Value as of the date of
the  grant.

(b)     TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine the time
        -------------------------------
or  times  at  which  an Option may be exercised in whole or in part, subject to
Section  7.1(e).  The  Committee  also  shall determine the performance or other
conditions,  if  any, that must be satisfied before all or part of an Option may
be  exercised  or  vested.  The  Committee  may  waive  any  exercise or vesting
provisions  at  any time in whole or in part based upon factors as the Committee
may  determine in its sole discretion so that the Option becomes exerciseable or
vested  at  an  earlier  date.  The  Committee may permit an arrangement whereby
receipt  of Stock upon exercise of an Option is delayed until a specified future
date.

(c)     PAYMENT.  The  Committee  shall  determine  the  methods  by  which  the
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exercise price of an Option may be paid, the form of payment, including, without
limitation,  cash,  shares  of  Stock,  or  other  property (including "cashless
exercise"  arrangements  or  "attestation"  of shares previously owned), and the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants;  provided  that  if  shares  of Stock are used to pay the exercise
price  of an Option (either by attestation or actual delivery), such shares must
have  been  held  by  the  Participant  for at least six months.  Payment of the
exercise  price  of  an  Option  may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules  adopted  by,  and  at  the  discretion  of,  the  Committee.

(d)     EVIDENCE  OF  GRANT.  All Options shall be evidenced by a written Option
        -------------------
Agreement  between  the  Company  and  the  Participant,  initially  in the form
attached  hereto  as  Exhibit  A.  The  Option  Agreement  shall  include  such
provisions,  not  inconsistent  with  the  Plan,  as  may  be  specified  by the
Committee,  and  the  form  of Option Agreement may be modified by the Committee
from  time  to  time.

(e)     EXERCISE  TERM.  In no event may any Option be exercisable for more than
        --------------
ten  years  from  the  date  of  its  grant.

                                    ARTICLE 8
                         PROVISIONS APPLICABLE TO AWARDS


     8.1.     LIMITS ON TRANSFER.  No right or interest of a Participant in any
               ------------------
Option  may  be pledged, encumbered, or hypothecated to or in favor of any party
other  than  the  Company  or a Parent or Subsidiary, or shall be subject to any
lien,  obligation, or liability of the Participant to any other party other than
the  Company  or  a  Parent  or  Subsidiary.  No  Option  shall be assignable or
transferable  by  a  Participant  other  than by will or the laws of descent and
distribution  or  pursuant  to  a  domestic  relations  order that would satisfy
Section  414(p)(1)(A) of the Code if such Section applied to an Option under the
Plan;  provided,  however,  that  the  Committee may (but need not) permit other
transfers where the Committee concludes that such transferability is appropriate
and  desirable,  taking  into  account  any  factors  deemed relevant, including
without  limitation,  any state or federal tax or securities laws or regulations
applicable  to  transferable  Options.  An  Option  may  be exercised during the
lifetime of the Participant only by the Participant or any permitted transferee.

     8.2.     BENEFICIARIES.  Notwithstanding  Section  8.1, a Participant may,
               -------------
in  the  manner determined by the Committee, designate a beneficiary to exercise
the  rights  of  the Participant and to receive any distribution with respect to
any  Option  upon the Participant's death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all  terms and conditions of the Plan and any Option Agreement applicable to the
Participant,  except  to  the  extent  the  Plan  and Option Agreement otherwise
provide,  and  to any additional restrictions deemed necessary or appropriate by
the  Committee.  If  no  beneficiary  has  been  designated  or  survives  the
Participant,  the  Option  may  be  exercised by the legal representative of the
Participant's  estate,  and  payment  shall be made to the Participant's estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by
a  Participant  at  any time provided the change or revocation is filed with the
Company.

     8.3.     STOCK CERTIFICATES.  All Stock issuable under the Plan is subject
               ------------------
to  any  stop-transfer  orders  and  other  restrictions  as the Committee deems
necessary  or  advisable  to comply with federal or state securities laws, rules
and  regulations  and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded.  The Committee
may place legends on any Stock certificate or issue instructions to the transfer
agent  to  reference  restrictions  applicable  to  the  Stock.

     8.4.     ACCELERATION  FOR  ANY  REASON.  The  Committee  may  in its sole
               ------------------------------
discretion  at  any  time  determine  that  all  or a portion of a Participant's
Options  shall  become  fully  or  partially  exercisable as of such date as the
Committee  may, in its sole discretion, declare.  The Committee may discriminate
among  Participants and among Options granted to a Participant in exercising its
discretion  pursuant  to  this  Section  8.4.

     8.5     EFFECT  OF  ACCELERATION.  If  an  Option  is  accelerated,  the
              ------------------------
Committee  may,  in its sole discretion, provide (i) that the Option will expire
after a designated period of time after such acceleration to the extent not then
exercised, (ii) that the Option will be settled in cash rather than Stock, (iii)
that  the Option will be assumed by another party to the transaction giving rise
to  the acceleration or otherwise be equitably converted in connection with such
transaction,  or  (iv)  any  combination  of  the  foregoing.  The  Committee's
determination  need  not  be  uniform  and  may  be  different  for  different
Participants  whether  or  not  such  Participants  are  similarly  situated.

     8.6.  TERMINATION  OF  EMPLOYMENT.  Whether  military,  government or other
           ---------------------------
service  or  other leave of absence shall constitute a termination of employment
shall  be  determined  in  each case by the Committee at its discretion, and any
determination  by the Committee shall be final and conclusive.  A termination of
employment  shall  not  occur  in  (i)  a  circumstance  in  which a Participant
transfers from the Company to one of its Parents or Subsidiaries, transfers from
a  Parent  or  Subsidiary  to  the  Company,  or  transfers  from  one Parent or
Subsidiary  to  another  Parent  or Subsidiary, or (ii) in the discretion of the
Committee as specified prior to such occurrence, in the case of a spin-off, sale
or  disposition  of the Participant's employer from the Company or any Parent or
Subsidiary.

                                    ARTICLE 9
                          CHANGES IN CAPITAL STRUCTURE

     9.1.     GENERAL.  In  the  event of a corporate transaction involving the
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Company  (including,  without  limitation,  any  stock  dividend,  stock  split,
extraordinary  cash  dividend,  recapitalization,  reorganization,  merger,
consolidation,  split-up,  spin-off,  combination  or  exchange  of shares), the
authorization  limits  under  Section 5.1 shall be adjusted proportionately, and
the  Committee may adjust Options to preserve the benefits or potential benefits
of  the  Options.  Action  by  the  Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii) adjustment
of  the  number  and  kind  of  shares  subject  to  outstanding  Options; (iii)
adjustment  of  the  exercise  price  of outstanding Options; and (iv) any other
adjustments that the Committee determines to be equitable.  Without limiting the
foregoing,  in  the  event  a stock dividend or stock split is declared upon the
Stock,  the  authorization  limits  under  Section  5.1  shall  be  increased
proportionately,  and  the  shares of Stock then subject to each Option shall be
increased  proportionately  without  any  change in the aggregate purchase price
therefor.


<PAGE>
                                   ARTICLE 10
                     AMENDMENT, MODIFICATION AND TERMINATION

     10.1.     AMENDMENT,  MODIFICATION  AND  TERMINATION.  The  Board  or  the
                ------------------------------------------
Committee may, at any time and from time to time, amend, modify or terminate the
Plan  without  stockholder  or Participant approval; provided, however, that the
Board  or  Committee may condition any amendment or modification on the approval
of stockholders of the Company if such approval is necessary or deemed advisable
with  respect  to  tax,  securities  or  other  applicable  laws,  policies  or
regulations.  No  amendment,  modification  or  termination  of  the  Plan shall
adversely  affect  any  Option  previously  granted  under the Plan, without the
written  consent  of  the  Participant.

     10.2     AWARDS  PREVIOUSLY  GRANTED.  At  any time and from time to time,
               ---------------------------
the  Committee  may  amend,  modify  or terminate any outstanding Option without
approval  of  the  Participant; provided, however, that, subject to the terms of
the  applicable  Option  Agreement,  such amendment, modification or termination
shall  not,  without  the Participant's consent, reduce or diminish the value of
such Option determined as if the Option had been exercised, vested, cashed in or
otherwise  settled  on  the  date  of  such  amendment  or  termination.

                                   ARTICLE 11
                               GENERAL PROVISIONS

     11.1.     NO  RIGHTS  TO  AWARDS.  No  person  shall  have any claim to be
                ----------------------
granted  any Option under the Plan, and neither the Company nor the Committee is
obligated  to  treat  Participants  or  eligible  Participants  uniformly.

     11.2.     NO  STOCKHOLDER  RIGHTS.  No Option gives the Participant any of
                -----------------------
the  rights of a stockholder of the Company unless and until shares of Stock are
in  fact  issued  to  such  person  in  connection  with  such  Option.

     11.3.     WITHHOLDING.  The Company or any Parent or Subsidiary shall have
                -----------
the  authority  and the right to deduct or withhold, or require a Participant to
remit  to the Company, an amount sufficient to satisfy federal, state, and local
taxes  (including  the  Participant's  FICA  obligation)  required  by law to be
withheld  with  respect  to  any  taxable event arising as a result of the Plan.
With  respect to withholding required upon any taxable event under the Plan, the
Committee  may,  at  the  time  the  Option is granted or thereafter, require or
permit  that any such withholding requirement be satisfied, in whole or in part,
by withholding from the Option shares of Stock having a Fair Market Value on the
date  of  withholding  equal  to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures
as  the  Secretary  of  the  Company  establishes.

     11.4.     NO  RIGHT  TO  EMPLOYMENT.  Nothing  in  the  Plan or any Option
                -------------------------
Agreement  shall  interfere with or limit in any way the right of the Company or
any  Parent  or Subsidiary to terminate any Participant's employment, nor confer
upon  any Participant any right to continue as an employee of the Company or any
Parent  or  Subsidiary.

     l1.5.     UNFUNDED  STATUS  OF  AWARDS.  The  Plan  is  intended  to be an
                ----------------------------
"unfunded"  plan  for  incentive and deferred compensation.  With respect to any
payments  not yet made to a Participant pursuant to an Option, nothing contained
in  the  Plan or any Option Agreement shall give the Participant any rights that
are  greater  than  those  of a general creditor of the Company or any Parent or
Subsidiary.

     11.6.     RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall
                ------------------------------
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or  any  Parent  or  Subsidiary  unless  provided  otherwise in such other plan.

     11.7.     EXPENSES.  The expenses of administering the Plan shall be borne
                --------
by  the  Company  and  its  Parents  or  Subsidiaries.

     11.8.     TITLES AND HEADINGS.  The titles and headings of the Sections in
                -------------------
the  Plan  are  for  convenience  of  reference  only,  and  in the event of any
conflict,  the  text  of  the  Plan,  rather than such titles or headings, shall
control.

     11.9.     GENDER  AND  NUMBER.  Except  where  otherwise  indicated by the
                -------------------
context,  any  masculine  term  used herein also shall include the feminine; the
plural  shall  include  the  singular and the singular shall include the plural.

     11.10.     FRACTIONAL  SHARES.  No  fractional  shares  of  Stock shall be
                 ------------------
issued  and  the  Committee  shall  determine,  in  its discretion, whether such
fractional  shares  shall  be  disregarded  or  eliminated  by  rounding  up.

     11.11.     GOVERNMENT  AND  OTHER  REGULATIONS.  The  obligation  of  the
                 -----------------------------------
Company  to make payment of awards in Stock or otherwise shall be subject to all
applicable  laws,  rules,  and  regulations, and to such approvals by government
agencies  as  may  be  required.  The  Company  shall  be under no obligation to
register  under  the 1933 Act, or any state securities act, any of the shares of
Stock  issued in connection with the Plan.  The shares issued in connection with
the Plan may in certain circumstances be exempt from registration under the 1933
Act,  and the Company may restrict the transfer of such shares in such manner as
it  deems  advisable  to  ensure  the  availability  of  any  such  exemption.

     11.12.     GOVERNING  LAW.  To the extent not governed by federal law, the
                 ---------------
Plan  and  all  Option  Agreements  shall  be  construed  in accordance with and
governed  by  the  laws  of  the  State  of  Delaware.

     11.13.     ADDITIONAL  PROVISIONS.  Each Option Agreement may contain such
                 ----------------------
other  terms  and  conditions as the Committee may determine; provided that such
other  terms  and  conditions  are  not inconsistent with the provisions of this
Plan.

     The  foregoing  is  hereby acknowledged as being the AirGate PCS, Inc. 2001
Non-Executive  Stock  Option  Plan  as  adopted by the Board of Directors of the
Company  on  January  30,  2001.

                         AIRGATE  PCS,  INC.

                         By:  Barbara  L.  Blackford
                         Its:  Vice  President,  General  Counsel  and Secretary

